Investigation Overview
An investigation on behalf of investors, who currently hold shares of MTGE Investment Corp. (NASDAQ: MTGE), was announced concerning whether the takeover of MTGE Investment Corp. by Annaly Capital Management, Inc is unfair to NASDAQ: MTGE stockholders.
The investigation by a law firm concerns whether certain officers and directors of MTGE Investment Corp. breached their fiduciary duties owed to NASDAQ: MTGE investors in connection with the proposed acquisition.
Bethesda, MD based MTGE Investment Corp. operates as a real estate investment trust (REIT) in the United States. MTGE Investment Corp. reported that its Net Income increased from $43.66 million in 2016 to $161.33 million in 2017.
On May 2, 2018, Annaly Capital Management, Inc. (NYSE:NLY) and MTGE Investment Corp. (Nasdaq:MTGE) announced the signing of a merger agreement under which Annaly Capital Management, Inc will acquire MTGE Investment Corp. for consideration to be paid in cash and shares of Annaly Capital Management, Inc common stock, which values MTGE Investment Corp. (NASDAQ: MTGE) at $19.65 per share of MTGE Investment Corp. (NASDAQ: MTGE) common stock based upon the closing price of Annaly Capital Management, Inc common stock on April 30, 2018.
However, given that at least one analyst has set the high target price for NASDAQ:MTGE shares at $21.00 per share and given that NASDAQ:MTGE shares traded in the open market following the takeover announcement as high as $19.75 per share on May 8, 2018, the
investigation concerns whether the offer is unfair to MTGE Investment Corp. (NASDAQ: MTGE stockholders. More specifically, the investigation concerns whether the MTGE Investment Corp. (NASDAQ: MTGE Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Shares of MTGE Investment Corp. (NASDAQ: MTGE) closed on May 9, 2018, at $19.38 per share.